Form: 4

Statement of changes in beneficial ownership of securities

October 22, 2026

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fleming Ned N III
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Suncrete, Inc. [ RMIX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1)(2) 10/20/2026 J(3) 6,138,203 (1)(2) (1)(2) Class A Common Stock 6,138,203 $0 12,276,406 I By Dothan Concrete Investors, LLC(4)
Class B Common Stock (1)(2) 10/20/2026 J(5) 1,187,355 (1)(2) (1)(2) Class A Common Stock 1,187,355 $0 6,487,355 I By Dothan Independent GP, LP(6)
Class B Common Stock (1)(2) 10/20/2026 J(5) 1,378,181 (1)(2) (1)(2) Class A Common Stock 1,378,181 $0 1,378,181 I By SunTx Capital Partners III, LP(7)
Class B Common Stock (1)(2) 10/20/2026 J(8) 2,954,019 (1)(2) (1)(2) Class A Common Stock 2,954,019 $0 3,533,336 I By Dothan Independent GP, LP(6)
Class B Common Stock (1)(2) 10/20/2026 J(9) 1,111,117 (1)(2) (1)(2) Class A Common Stock 1,111,117 $0 1,111,117 I By Malachi Holdings, Limited Partnership(10)
Class B Common Stock (1)(2) 10/20/2026 J(9) 707,928 (1)(2) (1)(2) Class A Common Stock 707,928 $0 707,928 I By Ned N. Fleming III Legacy Trust(11)
Class B Common Stock (1)(2) (1)(2) (1)(2) Class A Common Stock 144,000 144,000(12) D
Private Placement Warrants $11.5 10/20/2026 J(8) 132,935 05/08/2026 04/08/2031 Class A Common Stock 132,935 $0 265,865 I By Dothan Independent GP, LP(6)
Private Placement Warrants $11.5 10/20/2026 J(9) 22,316 10/20/2026 04/08/2031 Class A Common Stock 22,316 $0 22,316 I By Ned N. Fleming III Legacy Trust(11)
Private Placement Warrants $11.5 10/20/2026 J(9) 7,333 10/20/2026 04/08/2031 Class A Common Stock 7,333 $0 7,333 I By SunTx Capital Management Corp.(13)
1. Name and Address of Reporting Person*
Fleming Ned N III
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SunTx Capital Management Corp.
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dothan Concrete Manager, LLC
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dothan Concrete Investors, LLC
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dothan Sponsor, LLC
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dothan Independent GP, LP
(Last) (First) (Middle)
5420 LBJ FREEWAY, SUITE 950
(Street)
DALLAS TX 75240
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of Suncrete, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, all outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders.
2. The holders of Class A Common Stock are entitled to one vote per share, and the holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire.
3. These shares of Class B Common Stock were distributed pro rata (the "Dothan Concrete Distribution") by Dothan Concrete Investors, LLC ("Dothan Concrete Investors") to its members for no consideration. Upon the Dothan Concrete Distribution, 879,914 shares of Class B Common Stock automatically converted into shares of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
4. These shares of Class B Common Stock are directly held by Dothan Concrete Investors. The manager of Dothan Concrete Investors is Dothan Concrete Manager, LLC ("Dothan Concrete Manager"). The manager of Dothan Concrete Manager is SunTx Capital Management Corp. ("SunTx Capital Management"). Ned N. Fleming, III is the sole shareholder and director of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by Dothan Concrete Investors. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
5. Represents shares of Class B Common Stock received in the Dothan Concrete Distribution. The transaction reported in this row was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) promulgated thereunder.
6. These securities are directly held by Dothan Independent GP, LP ("Dothan Independent"). The general partner of Dothan Independent is Dothan Sponsor, LLC ("Dothan Sponsor"). Mr. Fleming is the sole manager of Dothan Sponsor. Each of Dothan Independent, Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by Dothan Independent. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
7. These shares of Class B Common Stock are directly held by SunTx Capital Partners III, LP ("SunTx Partners III"). The general partner of SunTx Partners III is SunTx Capital III Management Corp. ("SunTx Management III"). Mr. Fleming is the President of SunTx Management III. Each of SunTx Partners III, SunTx Management III and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by SunTx Partners III. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
8. These securities were distributed pro rata (the "Dothan Independent Distribution") by Dothan Independent to its limited partners for no consideration.
9. Represents securities received in the Dothan Independent Distribution. The transaction reported in this row was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) promulgated thereunder.
10. These securities are directly held by Malachi Holdings Limited Partnership, a limited partnership controlled by Mr. Fleming. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such limited partnership. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
11. These securities of the Issuer are directly held by Ned N. Fleming III Legacy Trust, a trust of which Mr. Fleming is the sole trustee and sole beneficiary. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by such trust. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
12. Represents 144,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Fleming under the Suncrete, Inc. 2026 Omnibus Incentive Plan that vest as follows, provided that Mr. Fleming is providing services to the Issuer through each such date: (i) 96,000 shares on April 20, 2028 and (ii) 48,000 shares on April 20, 2029. Under the terms of the award agreement, Mr. Fleming has sole voting power with respect to the shares.
13. These securities are directly held by SunTx Capital Management. Mr. Fleming is the sole shareholder and director of SunTx Capital Management. Mr. Fleming may be deemed to beneficially own securities of the Issuer held by SunTx Capital Management. Mr. Fleming disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fleming is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
NED N. FLEMING, III Name: /s/ Ned N. Fleming, III 10/22/2026
SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director 10/22/2026
DOTHAN CONCRETE MANAGER, LLC, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Title: Director 10/22/2026
DOTHAN CONCRETE INVESTORS, LLC, By: Dothan Concrete Manager, LLC, its manager, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Title: Director 10/22/2026
DOTHAN SPONSOR, LLC, Name: /s/ Ned N. Fleming, III, Title: Manager 10/22/2026
DOTHAN INDEPENDENT GP, LP, By: Dothan Sponsor, LLC, its general partner, Name: /s/ Ned N. Fleming, III, Title: Manager 10/22/2026
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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